UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Release No. 1949 / June 22, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10522

In the Matter of

VICTOR M. WILSON

Respondent.

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ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTION 203(f) OF
THE INVESTMENT ADVISERS ACT
OF 1940, MAKING FINDINGS, AND
IMPOSING SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Victor M. Wilson ("Wilson") pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act").

II.

In anticipation of the institution of this administrative proceeding, Wilson has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings contained herein, except as to paragraphs III.A. and III.B. below, which Wilson admits, Wilson consents to the issuance of this Order Instituting Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Sanctions ("Order").

III.

On the basis of this Order and the Offer, the Commission finds that:

Wilson was the president and sole owner of World Financial & Investment Co., Inc. ("World Financial"), a registered investment adviser from March 1997 through December 1997. World Financial, which Wilson owns and controls, withdrew its registration with the Commission in December 1997 because its assets under management were less than $25 million.

On June 8, 2001, Wilson was permanently enjoined by the United States District Court for the Eastern District of New York, in SEC v.World Financial & Investment Co. Inc., and Victor M. Wilson, 99 CIV 7608 (ILG) (the "Injunctive Action"), from violating Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rule 10b-5 thereunder.

The Commission's Complaint in the Injunctive Action alleged, in part, as follows:

Beginning in March 1997 and continuing through March 1998, Wilson violated the above provisions of the federal securities laws by participating in a fraudulent Ponzi scheme known as the "60-40 program" that was operated in the United States and Dominica from at least March 1997 through April 1998 by an individual named Roger E. Rosemont ("Rosemont"), and his agent, Wilson. Rosemont, the founder of the 60-40 program, ran the Ponzi scheme through his company, Credit Bank International Co. ("Credit Bank"), a purported bank chartered by a non-existent country, the "Dominion of Melchizedek" ("Melchizedek"). The 60-40 program investment interests, which Wilson and Rosemont offered to the public, were not registered with the Commission and there were no available exemptions from the registration provisions of the Securities Act.

Wilson participated in the fraudulent 60-40 program by soliciting investors in the United States and engaging in other conduct that was central to the overall scheme. Wilson acted through World Financial. At least 1,400 persons in total, primarily from the United States and Dominica, invested at least $4 million in the 60-40 program, purchasing securities that were not registered with the Commission. Wilson solicited at least 480 of these investors, who together invested approximately $1.2 million, either directly or through sub-agents that he employed. Many of the investors solicited by Wilson were lower-income immigrants from Dominica and other Caribbean islands.

Investors in the 60-40 program were promised preposterously high returns on initial investments, which ranged from $500 to $30,000. These returns--over 300% in a period of less than a year--were supposedly generated by investments made by Rosemont, a citizen of France. While early investors, including Wilson and several family members, doubled or tripled their money by investing in the 60-40 program, payments from Rosemont slowed in late 1997 and ceased entirely by March 1998. Most of the investors solicited by Wilson and his sub-agents lost their entire investment.

Wilson knew, or was reckless in not knowing, that he was soliciting investments in a fraudulent Ponzi scheme. Wilson solicited investments in, and performed other acts relating to, the program, even though Wilson was told by Rosemont that he had a criminal record for fraud, and Rosemont refused to divulge information about his finances and the source of funds for paying the program's exorbitant returns. Wilson knew, or was reckless in not knowing, that Melchizedek is not a real country. Wilson received at least $175,000 in fees from the scheme, as well as $23,800 in profits from his own early investment of $4,166.

By these acts Wilson violated Sections 5(a) and (c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

IV.

Based upon the foregoing, it is in the public interest to impose the sanctions specified in the Offer. Accordingly,

IT IS HEREBY ORDERED, effective immediately, that Wilson be, and hereby is, barred from association with any investment adviser.